IF the Philippine National Construction Corp. (PNCC) is owned by the government, as its ownership profile shows it is, who should be held responsible for the company’s continued failure to observe the stock market’s rule on full disclosure?
A public ownership report (POR) as of December 31, 2015 is the company’s latest filing, which was posted on the website of the Philippine Stock Exchange (PSE) on January 4, 2016. It is one of 41 disclosures that remain available for perusal by the public but not even one of them is a financial disclosure.
From these postings, it appears that PNCC is not anymore covered by the full disclosure rule, which is supposed to be strictly imposed on all listed companies. By placing it under their direct jurisdiction, Malacañang’s temporary occupants led by their chief are depriving PNCC’s public stockholders of even a glimpse of their company’s financial performance over the years.
Of course, PNCC remains listed despite the continued suspension in the trading of its shares. PNCC shares were last traded at P4.90 each on April 9, 2008. Yet, www.edge.pse.com.ph has no numbers to show to the public how PNCC financially survived in 2015 and in the past years and we are now on the first week of 2016. Perhaps, the company’s public stockholders should persist in asking Malacañang appointees to the PNCC board and management for their company’s financials.
Not COA’s fault
Why should PNCC keep blaming the Commission on Audit (COA) to justify its failure to post its audited financial reports on the PSE website? It should instead tell the public why COA has not completed its annual audit of the company. Has the company and its management provided COA auditors with financial documents on which to base their audit?
On the other hand, PNCC should come out with unaudited quarterly financials. After all, only annual financial statements are required to be audited while quarterly financial filings are not, but they are required disclosures for public consumption.
It is puzzling, if not mysterious, why PNCC ignores the required filing of quarterly financials. Does it have anything to hide from the public? If Malacañang appointees are tasked to run and not ruin the company, they should allow their accountants to audit the company’s quarterly performance. Posting a “request for extension to file SEC Form 17-Q” three times is no excuse for ignorance of market transparency regulations.
As of yesterday, PNCC’s 41 disclosures included 10 PORs, eight top 100 stockholders listings, one notice of special stockholders’ meeting followed by a filing on the postponement of said meeting, three requests for extension to file quarterly financials, and two requests for extension to file SEC 17-A or audited annual reports.
The company’s latest POR, which was dated as of Dec. 31, 2015, contains the same entries as the old ones. The government, thru the Asset Privatization Trust, owns 79.27 million PNCC shares, or 45.44 percent, while the Government Insurance System holds 47.49 million shares, or 27.22 percent. Universal Holdings Corp., the holding company of businessman Rodolfo Cuenca, is PNCC’s third single-biggest stockholder with 24.78 million shares, or 14.2 percent.
Of PNCC’s 174.44 million issued and outstanding shares, 151.54 million, or 86.87 percent, are listed in POR filing as “non-public shares,” leaving the public with 22.9 million shares, or 12.13 percent.
In June 2014, I wrote a Due Diligencer piece about PNCC titled “Who is afraid of Rodolfo Cuenca?” I posed the question because the toll company has not held an annual stockholders’ meeting in 29 years to report its financial performance. This year would be the 31st year that PNCC has been ignoring the call of the public stockholders to meet with them.